SEC Filings

the meaning of Treas. Regs. §1.409A-1(b)(4), or within the separation pay limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) shall be treated as a separate payment, provided the aggregate
of the separate payments under this Section 5.4(a)(ii) shall not exceed an amount equal to two times the Executives annual Base Salary in effect as of the date of such termination or for a period in excess of twenty-four (24) months
following any such termination.

(iii) an amount equal to the most recent Annual Bonus received by Executive for any fiscal year ended
prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment; provided further, that if such termination or resignation occurs
within thirty (30) days prior to the calendar year end, the payment, without interest, of the amount paid for a termination by the Company without Cause shall be paid no earlier than January 1 of the next year; and

(iv) Executive and Executives dependents shall be entitled to continue to participate in the Companys welfare benefit plans and
insurance programs on the same terms as similarly situated active employees for a period of twenty-four months from the termination date. Following the expiration of such period, Executive and/or Executives dependents shall be entitled to any
continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.

(b) If Executives employment hereunder is terminated by the Executive for Good Reason, so long as Executive has not breached any of the
terms contained in Section 4, Executive shall be entitled to the benefits provided in Section 5.4(a), except the severance benefit specified in Section 5.4(a)(ii) (the Regular Severance Benefit) shall be
payable in a lump sum (the Permitted Lump Sum Benefit) to the extent it is (1) treated as a short-term deferral within the meaning of Treas. Regs. §1.409A-1(b)(4), or (2) does not exceed the separation pay
limit under Treas. Regs. §1.409A-1(b)(9)(iii)(A) (two times the lesser of (A) the sum of Executives annualized compensation based on Executives annual Base Salary for the calendar year preceding the calendar year in which
termination occurs (adjusted for any increase during that year that was expected to continue indefinitely if Executives employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan
pursuant to Code Section 401(a)(17) for the year in which such termination occurs), as described in Section 5.4(a)(ii). The Permitted Lump Sum Benefit shall be payable within thirty (30) days following such termination of employment;
provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, of the Permitted Lump Sum Benefit paid for a termination by Executive for Good Reason shall
be paid no earlier than January 1 of the next year and any remaining amount shall be payable in installments in accordance with the Regular Severance Benefit provisions of Section 5.4(a)(ii).

(c) Any outstanding stock options granted to Executive shall be vested and/or exercisable for the period through the date of such termination
of employment, and shall remain exercisable, in accordance with the terms contained in the plan and the agreement pursuant to which such option awards were granted. Any outstanding Equity Award (other than stock options) with time based vesting
provisions granted to Executive shall be vested on a prorata basis based on the percentage determined by dividing (i) the number of days from and